Brillliant
by HDUC
Summary: Martha Jones is, indeed, brilliant, and she and the Doctor are the best of friends. But when the Doctor looks at her, what is really thinking about? Her flexible problem-solving skills? Her well-lubricated cognition? Her firm loyalty? Yeah, probably not. Adult!
1. Chapter 1

**Well, on the heels of my previous smutty piece of literature (heh), I offer you this. As I've said,** ** _reasons_** **to make our heroes shag are pretty much the name of the game now, and what a fun game it is!**

 **This will be two chapters, and I will post the second sometime in the next couple of days!**

 **More than usual, I can actually see this scenario occurring in Martha and the Doctor's world. Unless I'm the one imagining things, I really do think the Doctor is guilty of that once-over thing of which Martha accuses him, and I believe he did spend series 3, at least somewhat, in denial. Because... come on! ;-)**

 **Be prepared for a cliffie, but I hope you enjoy it! :-D**

* * *

 **PART 1**

Once upon a time, a medical student met a Time Lord in a hospital that went to the moon.

And while the whole hospital was losing its mind with confusion and fright, the medical student kept a cool head. She pointed out to a panicked colleague that they were unlikely to lose oxygen through the window because they were not airtight anyhow, and wondered aloud what, then, was keeping them safe.

"Very good point," said the Time Lord. "Brilliant, in fact. What was your name?"

"Martha," she told him. Ordinarily she would have bristled at a cheeky stranger asking her point-blank for her name in such a way, without prelude. But this was a weird day, and he wasn't a _total_ and complete stranger, after all – they _had_ met before.

And he had _definitely_ flirted with her. Winks, smirks, that thing with his eyebrow... and, well, she wasn't exactly complaining about it.

"And it was Jones, wasn't it?" he asked.

She nodded.

Adrenaline was pumping, and ten million questions were running through her head. Would they live or die? How the hell was any of this possible? How much air did they have? How would they get everyone calmed down? How would they ever get out of this? Who was this man?

The fact that she wondered myriad things, in that moment, did not change the fact that she saw him, in those few moments of first real contact, quite conspicuously _look her over_.

Later, of course, as she became his travelling companion, she came to realise that the whole episode, to him, was a trial, to see if he might want to keep around for a while. The fact that she had misunderstood _why_ he wanted to keep her around… well, that was neither here nor there. The truth was, she had passed her audition with flying colours.

Although… _had_ she really misunderstood so gravely? His eyes had slid over her whole body, like feelers. _Couldn't_ he have been sizing her up for other, less cerebral, more visceral reasons, as well? In spite of what he said? In spite of how decidedly he pushed her away whenever she tried to get closer to him? Because she remembered that day well, and that window incident wasn't the only time he had done something similar while they were there on the moon, especially when he thought she wasn't looking. His eyes had taken her in quite avidly on a few occasions that afternoon, as it happened.

And then there was that kiss. Oh, the kiss…

* * *

A month later, the Doctor found himself captured by a race of green, squiggly, four-armed beings who were planning to hold him until he gave up the location of the Reltrix Key and Opu Legend. The Doctor was never, ever going to reveal the coordinates, mostly because he didn't know them, and moreover, had no idea what the Reltrix Key and Opu Legend were. But his jailers were steadfast and thoroughly stupid (a sometimes deadly combination), so they locked him in a cage and didn't listen to any of the actual _sense_ he was making.

Fortunately for him, Martha had gone back into the TARDIS to get her jacket when the first of the squiggly green guys had seen him, and the committee seemed to have no idea that he wasn't travelling alone. The Doctor, of course, was clever enough not to let on.

Martha watched events unfolding from the screen in the console room, as the Doctor had opened up a remote connection with the TARDIS and the surveillance devices in the area, clandestinely, using the sonic screwdriver. And when the green guys had given the Doctor a deadline – a literal _dead line,_ as in, produce the information before the alarm goes, or you'll be dead – Martha sprang into action.

She found the psychic paper in her pocket from the previous day's adventure, and used it to convince the squiggly security guards that she belonged there, and was doing inspections. From there, she was able to worm her way into the same room with the Doctor and his captors, jump onto the computer terminal and work out how to manipulate the clock, gifting the Doctor with an extra hour on his countdown.

A Time Lord can do a lot with sixty minutes.

It gave him time to continue his silent search, and locate some of the mechanisms in the walls, and sonic their way out of there, with ten minutes to spare. That's fifty minutes he needed, and wouldn't have had, without her.

Back in the TARDIS, safe and sound, floating through space once more, he said, "Thank you. Thank you from the bottom of my hearts, Miss Jones. I'd have been executed fifty minutes' prior, if it hadn't been for you."

"You're welcome."

"You are _brilliant_ do you know that?" he said, staring across the console's lights at her with admiration.

She blushed. "Thanks."

* * *

A week or two after that, they encountered a substance that the Doctor likened to Kryptonite for TARDISes, and their trusted vessel became marooned on a Yelpakian ship, floating through the Po Galaxy. Turned out, a band of space pirates had planted the substance there as a trap. Mr. Randers, one of the Yelpakian passengers was a sort of mechanic on his home planet, and had access to codes that could unravel the molecular structure of the "Kryptonite," so as to allow the Doctor safe passage off the ship. This would have, in turn, given the Doctor and Martha room to breathe, with the time and space they needed to save the cruise ship from the pirates.

But, before he had the chance to give the Doctor the computer commands to do it, Randers was shot by the pirates. With a gaping chest wound, he requested last rites, and a cleric was called. The Doctor set about trying to work out the computer code himself, which would have taken, even for him, without the TARDIS' help, _days_ to decipher and then duplicate. Martha did what she does best: she healed. She decided to _refuse_ to see the man die, both for its own sake and for the sake of the TARDIS and every other being on the ship who was not a pirate.

She put pressure on the wound, delegated responsibilities to the onlookers: finding ingredients for and concocting a makeshift aenesthetic, finding supplies for sterilisation, finding a needle and thread, finding point-nosed tongs (or something similar), finding antiseptic solution and gauze, etc. Ultimately, she shut herself, Randers and a couple of assistants in a storage closet, away from pirating eyes, and removed the bullet.

Afterwards, she sewed him up, helped him manage his pain and stave off infection. Meanwhile, the Doctor worked on the codes, just in case, and also distracted the pirates by messing with the computer system. Within a day, the patient was well enough to call in a password and grant the Doctor access to the codes he needed.

Just before they flew back onto the ship, the TARDIS fortified with a force field and a flight plan, the Doctor said to Martha, "Once again, I couldn't have done it without that mighty brain of yours."

"All in a day's work," she shrugged, a bit uncomfortable, and she didn't quite understand why.

"I am so glad I met you," he said. And with that, he looked her over as he often did. Those brown eyes licked at her as though they could taste her. "And you are going to be a chuffing _brilliant_ doctor. The world is all the richer for you in it."

* * *

Another week later, she got past an admittance device that sensed and catalogued only the "texture" of a person. This was on a planet of malevolent, blind, very tactile warlords. She was able to sneak by because she had donned the Doctor's jacket, convincing the device that she _was_ the Doctor, thus putting an extra set of eyes on the scene and allowing the two of them (and the captive they were trying to free) to triangulate their efforts.

Two weeks after that, she revealed that she had been a lifeguard during uni, by saving a fisherman from the biting cold waters of the Pacific. This was just seconds before the boat they'd been on was set to vanish into a worm hole, delivering it from its destined harm.

In another week and a half, she cauterised a wound on the Doctor himself, saving him from a bleed-out. The swirls of regenerative light had already begun to gather round him, and with shouts of, "Oh, no you don't! Just you hang on, Doctor!" she used what was immediately available in the diner where they had had breakfast (three galaxies away), to stop the bleeding and burn it closed. The pain for him, she knew, was excruciating, but had not protested because he knew that there wasn't time to administer a numbing agent.

"And because I trust you," he said, recuperating the next day. "And I trust you because…"

"I know," she sighed. "Brilliant."

She'd known what he would say, because he'd said it each time she'd done something clever to save the day, or help him save the day. And she was getting really bloody tired of hearing it.

"Yeah," he said, not deaf to her flat, defeated tone. He frowned. "Something wrong with being brilliant?"

"No," she said. "Not a thing."

And she watched in astonishment over the next few hours as the golden light swirled around the Doctor's wound. It became a scar, and then disappeared, all in the course of an afternoon.

* * *

She had begun, by then, to realise why she enjoyed less and less hearing him call her _brilliant._ Because yes, she did have a pretty formidable intellect, even if she did say so herself. She knew she was a quick-thinker, and felt confident that someday, she'd make a very good surgeon, or ED doctor.

But she was much more well-rounded than just being _brilliant_ implied. More specifically, she felt that her body should be more than life support for a brain. And given some fairly compelling evidence, the Doctor seemed to think so, too. As many times as he had touted her intelligence, twice as many times, he had flitted his eyes over her from head to toe, and made little effort to cover it. She couldn't imagine, with all of the _looking and no touching_ that he did, time after time, that he was not mentally touting her _form_ as well. Not to mention all the everyday flirting they always did, and the growing-closer that was happening naturally as a result of travelling and risking their lives together.

It could not be a secret to him that she had some very strong feelings for him… hell, she might as well admit it: she was in love with him. How could she not be? A man of action, of passion, of good humour and bizarrely beguiling good-looks… and of absolutely staggering intellect to boot. She could appreciate _all_ of that about him, and she could acknowledge that it made her ache, made her want him like nothing she'd ever wanted before.

Why couldn't he acknowledge _all_ of those things about her? How could he keep licking her up with his eyes, while only ever giving her very nice hugs and telling her that she was _brilliant_? Was he really _so_ caught up pining for a former companion that he'd brought someone aboard to whom he was obviously attracted, only to feel too guilty to do anything about it?

As she lay in bed that night, torturing herself over all of these questions, she wondered, at the same time, whether she'd ever have the courage to ask him. Undoubtedly, in the morning, in the light of day, she'd be far too "sensible" breach such a topic. It would be too risky. Too scary.

The night, and impending sleep, brought a kind of terrifying clarity to just such a situation. And with it, oftentimes, courage.

"Damn it," she said aloud. "We do this _now_."

Before she lost her nerve, she threw off the covers, ripped the door of her bedroom open and traipsed down the TARDIS corridors to the console room. She knew he'd still be there, working on the Time Filter, whatever the hell that was.

"Hi," she said, rather heavily, walking across the grated floor.

"Hi!" he said from underneath. He slid out on his back. "I thought you went to bed. Is everything okay?"

"No," she reported.

"What's wrong?"

She paced to the nearby, tree-like column and back, then did it again. The seriousness of her demeanour made him take notice, and he stood up, wiped the debris off his hands and gave her his attention.

She stopped in front of him, and asked. "Doctor, why did you invite me to travel with you?"

"What?"

"You heard me."

"What's brought this on, Martha?"

"Just answer the question."

"Erm," he said, uneasily, massaging the back of his neck with his palm. "Well, because you saved my life. I thought you knew that."

"No, that was why you took me out for a road-test. The thank-you gift. The treat. A quick jaunt to a Shakespeare play. I'm talking about…" She clicked her tongue with exasperation. "Why did you decide to have me stay?"

"You proved yourself. You've got a cool head in a crisis. You're an unbelievable problem-solver. You're _vastly_ more clever than any human being I've ever travelled with, and mind you, that's saying something."

After a pause, she asked, "Why else?"

"What do you mean?"

"That hospital was full of clever people. Other medical students, even doctors and nurses with a hell of a lot more experience than I have. And yet, you chose me."

He shrugged with a confused grimace. "What do you want from me? I told you: you proved yourself."

"Why did you ask me, so to speak, to prove myself? Doctor, all I want to know, is _why me_? What's so special about me? And don't tell me I'm brilliant!"

"Martha, I really don't know what this is all about."

She stared at him in exasperation for several moments.

Then, "So, I'm brilliant. Good to have around when the spit hits the fan."

"Yeah!"

"So, it's all about my brain. What's above my shoulders."

He swallowed hard, and momentarily averted his eyes. Even if he was truthful about not understanding at first, that tiny show of nervousness proved that now, he knew what she was driving at.

"Yes," he answered, less emphatically than she suspected he might have liked.

"Nothing else?"

"As I've asked you already: isn't that enough?"

Again, she was silent for a few moments, before saying, "When you look at me, what do you see? What are you thinking?"

"What do I see?" he asked. He pointedly broke eye-contact just then, and leaned against the lone seat in the room, now crossing his arms. "I see my best friend in the whole world."

"Your best friend."

"Yes," he answered, his eyes resting on hers again.

"That's not what I mean."

"Then what do you mean?"

"I mean, when you _really_ look at me. When your eyes do _that thing_ , where they slide over me and take me in, like little blind fingers or something… what do you see then? I mean in your mind's eye?" She lowered her voice to a semi-sexy, lilt. "It has to be something, Doctor, and I'm fairly certain you're not fantasising about neurons firing quickly inside my cranium."

His head lurched forward and he tilted it as if to ask her pardon. His eyes squinted a little too pronouncedly, and he asked, "When my eyes do _that thing_?"

"When you look me over. Head to toe. You keep sizing me up, over and over again. You can say all you want about finding a proper travelling companion, but… well, I don't like to boast, but I've had more than one man look at me that way. None of them were looking for a top-of-her-class medic to lean on in a pinch. So, tell me. When you do that, Doctor, what's going through your mind?"

"Erm, nothing," he said with an uneasy chuckle. "Th… that is to say, nothing, because I don't actually _do_ that, Martha."

"Don't actually do that?" She got close to him now. She whispered, "Are you telling me that you never, ever contemplate my body over my brain? You're saying that all those times I've watched you drink me in with your eyes, it's been all in my head? Just like everything else worthwhile about me?"

"Martha…"

"Are you telling me that there's nothing _physical_ that made you choose me? Nothing like a spark that ignited between us when we met, that caused you to say, _I want that one,_ and not just for running and fighting and for saving your life?"

He looked at her with wide, terrified eyes. He was like a rabbit in headlights. She could feel him trying desperately to maintain eye-contact. It would be disastrous to let his eyes wander now, if he really was going to keep up this charade.

"Martha…" he began again, with a calm, somewhat condescending tone.

She took a step back. "So, we're friends."

"Yes."

"The best of friends?"

"Yes! I don't understand why that's so…"

"Okay, Doctor," she chirped. "Good to know."

And she turned on her heel and headed toward the corridor.

"Martha…"

"Good night, my friend," she said.

But inside her mind, she told herself, _It's on._

* * *

 **Don't forget to leave me a review!**

 **I know you're having thoughts. What are they?**


	2. Chapter 2

**What can we take away from this? The Doctor is stubborn, clearly, but he's not made of stone.**

 **Hope you enjoy!**

* * *

 **PART 2**

The Doctor's bedroom was two doors down from hers, and across the hall. She had never seen the inside, but she frequently heard the Doctor shuffle down the corridor on the way to turn in, after she was already in bed. Tonight, she remained exceptionally quiet, so as to ensure knowing when he retired for the night.

She heard him pass, then waited a half-hour.

On her way out the door, she changed into the necessary garment for executing her plan.

And when she stepped out into the hall, her heart went _thud_ , right in her stomach. This scheme could prove to be utterly vindicating, but on the other hand, there existed the possibility that she'd be forced into retreat, totally humiliated. She took a deep breath, and told herself that she could handle anything that happened – she was owning this night.

She hoped she wasn't lying to herself.

She moved toward his bedroom door, and inspected the light (or lack thereof) coming from underneath. She knew (because he had told her) that he usually read a bit before falling asleep and it had only been thirty minutes since she'd heard his footsteps. She didn't want to catch him with book – that wouldn't do at all.

But there was no significant illumination peeking through, so she reckoned he'd lain down.

She took another deep breath, gave a quick knock, and then opened the door a smidge.

"Doctor, are you awake?" she asked, softly, though not in a whisper.

"Yeah," he said. "Are you all right?"

"May I come in?"

"Of course."

He sat up as she moved into the huge room and shut the door behind her. She took in her surroundings in a hurry, quickly realising that there was, in fact, a bit of light in the room. One of the TARDIS' signature ceiling roundels was giving off a spray of faint bluish-white illumination that mimicked moonlight.

She also noted that the Doctor didn't seem to be wearing a shirt, which was all the better for her, though she couldn't see what he was wearing below, due to the bedclothes.

Still hanging in the shadows, she said, "I've had a nightmare." She didn't say it in a way that sounded as though she were particularly upset or traumatised.

Nevertheless, he said, "I'm sorry. About what?"

"Something attacked me in my room," she riffed. "Anyway, it doesn't matter now. It's just… I'm a bit on-edge. I'm too freaked-out to sleep in that room alone."

"Oh… okay."

"Mind if I stay here? I just need… a _friend_." She emphasised that last word, just so.

After a quick pause, the Doctor replied. "No, no. I don't mind at all. I'll just…"

"Great, thank you," she said, cutting him off and taking two steps forward. She now stood in the dim mock-moonlight. Nonchalantly, she pulled loose the sash on the robe she'd donned just before leaving her own room, and shrugged the garment off. "Doctor, I really appreciate this."

She now stood in perfect soft light, completely nude. All caramel-skinned, sinewy, curvy and silken. She lingered only for two or three seconds, then began to walk toward the bed.

The Doctor, of course, was stunned. And until she decided to move forward, he seemed too paralysed to speak.

"What are you doing?" he managed to ask, his mouth having gone completely dry.

She stopped about two feet away. "Oh, erm… you said you didn't mind if I stayed with you. I can't be alone right now. That nightmare was a doozy."

"But… why with the…?" he said, gesturing from her knees to her shoulders with his hands, and allowing his eyes, momentarily, to drink her in gluttonously. But she saw it – she always saw it.

Though, his eyes were wide as though caught in headlights once again, and he couldn't speak without gulping.

"Why with the… oh, the nudity? This is how I sleep," she told him, innocently. She closed the rest of the distance between herself and the bed, lifted up the sheets and comforter, and crawled in, lying down on her back. "And we're just friends, right?"

"Yeah," he answered, unconvincingly. It sounded a bit like a question.

"Okay, well, thank you, Doctor. And good night."

She seemed to settle in a bit, then closed her eyes.

He, however, remained sitting upright, watching her, totally nonplussed. Eventually, he lay down on his back beside her. "Seriously, Martha," he said after a couple of minutes. "What the hell are you doing?"

"Just trying to get some sleep. I think you should do the same – it's been a long day."

"I don't think I can," he muttered, teeth clenched.

"Don't think you can? Really."

"Yeah, really," he growled.

"Hunh," she said, again, innocently. "What's wrong, did you have a nightmare too?"

"No."

"Does something hurt?"

"No."

"Oh, I know. You're wondering about the repairs you made to the TARDIS, and wish you didn't have to wait until tomorrow for the test run."

"Shut up," he scolded. "You know that's not it."

"Well, I can't imagine what would keep you from sleeping," she sang. "I mean, it _can't_ be me. It just _can't_. We're the best of friends. And a _brilliant_ woman such as myself lying beside you, well, that shouldn't keep you awake, should it? I would think you'd sleep all the better. Hm, this is a head-scratcher."

She heard him huff, and she could feel him fuming in the semi-dark. She couldn't help but smile, as she pretended to be trying to sleep.

After about five minutes of listening to the Doctor snort and exhale with exasperation, he finally sat up again, pulled his hand tightly down over his face in resignation, and said, "All right. What was it you asked me earlier?"

"Earlier?" she asked. "I'm not sure I know what you mean."

"In the console room, when you came in, asking about… argh! You know what? You know exactly what I'm talking about!" he spat, turning to look at her, annoyed beyond annoyed. "Now out with it. Ask me again, and I'll give you the truth."

"The truth?"

"Yes, the truth. You clearly know I was lying to you before… been lying to you for months. So just… what is it that you want to know?"

His voice was harsh and biting, but somehow, it sounded like victory to her.

"All right," she conceded, evenly. She sat up, then asked, "I asked you: when your eyes do _that thing_ , when they slide over me like little invisible tongues… what do you see in those moments, in your mind's eye?"

"It's not about what I _see_ , in my _mind's eye,_ " he said.

"Then what is it about?"

"It's about what I _feel._ In my mind's…" he paused.

"Okay, don't finish that sentence. Then, what do you _feel_ when you're looking me over?"

Quite suddenly, he reached across her with one hand and grasped her cheek and neck, pulling her toward him for a kiss. Immediately, the kiss was deep and intimate, and totally without pretence. Tongues danced, breaths quickened, guards went down.

He moved that same hand down to her shoulder and pushed her gently backward, and then shifted himself on top of her. From there, he devoured her lips and tongue like a man starved. She buried one hand in his thick, perfectly mussed hair, and pulled his head in for more.

When finally he pulled away and looked down, he asked, "Are you here to see this through, or just to prove a point?"

She smiled. "Oh, I'm going to see it through."

"Because if you're not, you should probably leave now." His voice came across as worried, harried, but not judgmental nor angry.

"I'm not leaving now," she said. "In fact, I may never leave."

"Good," he said, now burying his mouth against her neck. Lust came over her like a warm tide, and she felt heat and moisture gathering between her legs. "Because if you want to know what goes through my mind when my eyes rove over you… well, there's nothing for me to _tell_."

He moved down her neck with wet kisses every inch, dipping his tongue into the divot at the center of her clavicle, then he worked down her sternum. He planted a kiss squarely between her breasts, then moved to his left.

Now he licked. His tongue slid across the subtle curve of her right breast, down around the contour, in concentric circles before, finally, lapping sharply at the nipple. He felt her arch against him when he did this, and heard her give a moan. This was really where the fantasy lived, when he looked her up and down, calling her _brilliant._ It lived in his hands and tongue, on her soft flesh, and in the shifting of her body as she absorbed the delicious shock of being licked and kissed all over. He wanted to memorise the taste of her skin, the satiny texture, the gorgeous glow of it under the false moon.

He smiled to himself, then repeated the action. Her reaction was the same, and almost precisely has he had, admittedly, always imagined it. He encircled the other breast with a thumb and forefinger, then fanned the other four fingers rapidly across the nipple. She squirmed, exhaled heavily, and whispered his name.

He moved across to his right, trailing his lips and tongue to the other side. He repeated the process there, once again, feeling the jolt through her body as his tongue flicked the nipple. He then wrapped both lips around it and sucked for a few seconds. With that, she again buried both hands in his hair and tugged. This coaxed a moan out of him, a surprise jolt of sensuality in an already intensely tactile moment.

And he moved down. His fingertips, lips and tongue took in the feel of her stomach and hips, the curvature, the smoothness, the up-and-down of her breathing, the pressure of her wanting. He fanned both hands over the expanse of her abdomen and kissed around her navel, relishing the warmth and the little twist of her body that it incited.

He kept descending, getting lost in the sensation, lost in her, lost in the fantasy, wondering if he was, once again, just standing in the console room letting his eyes shamelessly explore her, hoping she wouldn't notice, yet knowing that she probably would.

But the reality of this, of her, the experience of her, the sounds, the scents… all of it could not be denied. And when he reached the point where her thighs met, it got very real, very quickly.

Yet, there was no hesitation. He kissed the mound halfway between her hips, then slid his hand between her thighs, encouraging her. "It's all right," he whispered. "Just open them for me."

And when she did, he began to lick some more, this time between swollen, hot, molten folds. Her body arched, and she could not help but dig her fingers into his scalp once again. Her clit resisted him, as it should – it was hard as a pebble, and pushed against his tongue as he flattened it and began to rake back and forth.

Martha began to pant, and to push against the back of his head, looking for that impending release. Her legs splayed wider, and her hips pressed upwards, and suddenly, this fantastical, leisurely, sense-based trip over her body became incredibly real, urgent and goal-oriented.

He planted his hands on her hips and slid them around to her bum. As he squeezed the flesh, something in him changed. The fantasy changed. There was a place where his trains of thought led…

And now, it was all about getting there. He squeezed her bum with both hands, hard enough to hurt, and sucked her clit into his mouth. He pressed it between his lips and continued to flick it with his tongue. From here, it didn't take her long then to cry out, and let her body practically seize. She pressed upward as though she expected to fly away. She absolutely buzzed with pleasure, her mouth alternating between biting her bottom lip and going slack. Her fingers dug into his hair and the sheets, and she lost her breath... she seemed to come forever.

But after a few moments, she whispered, "Blimey, _that_ is what you think about?"

"Yes," he told her, his voice gravelly and low. "In sometimes alarming detail."

"Wow."

He sat up on his knees, and for the first time, Martha noticed that he indeed was wearing pyjama bottoms. She had seen this pink and blue striped set before – it's what he'd been wearing when they met. Though, the front was incredibly misshapen now.

"You're here to see this thing through, yeah?"

"Yeah," she told him, inflected almost as a question.

"Because this isn't where it stops."

"No?"

"Oh, no," he insisted. His voice was still low, and his eyes bore into her like lasers. "Because, well… yes, licking and kissing your entire naked body inside my mind while you stand there, waiting for me to say something else… that is indeed, something I do on a regular basis. You knew that when you entered."

"Sort of."

"But fantasies have a life of their own, Martha. Sometimes you're facing me, and can see where my eyes are..." he said.

"Mm. And when I'm not facing you?"

He paused and gazed over her body, shuddering a bit with the sight. Then he asked, "Will you turn over?"

She did as he asked, without a word. She was now lying on her stomach, head resting on her forearms, thighs pressed together once more.

She felt his hands on her bum, and like before, he seemed to be only taking in the texture and contours of her body, but then, suddenly, he took her by the hips and pulled.

"Up," he snapped. "On your hands and knees."

"Oh!" she chirped almost involuntarily, as she obeyed the tug, and the order.

He ran a hand firmly down her spine, then kissed the small of her back, guaranteeing that she would arch and keen like a cat being stroked.

"All right?" he asked.

"Oh, yes," she moaned. She could practically taste the anticipation. It was all she could do to remain still.

She felt him moving on the mattress behind her, but she did not look back. Moments later, the pink and blue striped trousers were thrown over the headboard in front of her.

For the second time that night, he coaxed her thighs apart and placed himself between them. Then she felt both hands on her hips again, then felt those hands squeeze her flesh as something long and hard slid into her. They both gave a groan as this happened, both shivered a bit, both holding back from pushing, grunting, cursing, _taking_ what they wanted from each other.

And so, she waited.

He ran his hands up and down over her back, again seeming to read the curve of her body like Braille.

And after a few moments, he pulled back, and slammed into her again, inciting another groan.

As he pulled back for the second, third, fourth, fifth times, and set about fucking her deeply, but slowly (for now), he wondered once again: _am I still standing in the kitchen behind her, watching her reach across the counter for the mustard? Am I in some sort of precarious situation, watching her lean over and care for a patient, thinking highly inappropriate thoughts that are going to get us both killed? Am I self-flogging for letting my mind go to those places with her? Is this some kind of twisted punishment for not keeping my libido in check?_

But again, the fantasy didn't stop, it just got more and more intense, more and more tactile… more and more engrossing. Like quicksand. Like a drug. Like the sweetest, most languid, sensual dream imaginable. Details became important as he committed every little moment to memory. He watched her fingers dig into the sheets beneath them, and wad the fabric in her palms for leverage. He heard her moan and whimper each time he plunged inside. He noticed her hair falling forward and being jostled back and forth, as he jostled the rest of her.

And certainly, he felt a storm gathering within himself, though all too soon.

He tried to slow down, and concentrate on _her_ pleasure, not his own. And to that end, his fingers crawled around to the front of her, and found her clit. She hissed at his touch, and keened again, arching her back. "Yesssss," escaped from her lips.

He began to rub in slippery circles with two fingers, which was somewhat distracting for a few moments. But it was just a bit too perfect, because her groans ramped up in pitch over the next minute or so, and then she was coming again. He felt pulsations inside her, tugging on his cock, her whole body vibrating with pleasure, release, desire, and seemingly every shuddering human sensation there was.

It was too much.

He cursed inside his mind, wishing it hadn't been so bloody long since his last shag. But as it was, everything about him was ready to blow, and he needed to take his release. Even as she lost strength with the ebb of her orgasm, he moved her back and forth rapidly, pulling her onto his cock over and over again. Hard _and_ fast now – there was no point in trying to delay at this stage. She barked out breathy cries with every stroke, her head flung back, her eyes shut tight…

 _God, she was perfect. Could she read his mind?_

One last time, he slid one hand forward over her back, and grasped her shoulder hard. Absently, he wondered if he was hurting her, and it wasn't that he didn't care, it was just...

And with that, he stopped trying to hold back. He let himself go, and released deep inside of her. He groaned, cursed and tried to stay aware of her while he came. Waves of drunken pleasure flowed through and over and out of him… and then it was over.

It was over, and he felt like he'd been nearly drowned, or drugged. He swooned slightly, and pulled out of her, falling to one side with exhaustion, making an effort to stay conscious.

Likewise, she fell to the other side. Both lay there panting for a few minutes, holding hands, occasionally looking at each other and smiling.

"So, that's what's going on in your mind when I'm _not_ actually looking?" she asked, at last.

"Yeah," he admitted. "When I do _that thing_ with my eyes, and your back is turned… well."

"Doctor," she heaved. It was an exclamation in and of itself - it needed nothing more.

For a long while, they were silent, just enjoying the afterglow and thoughts of new possibilities.

Then, she asked, "Just one question."

"Why didn't I do anything about it? If I've been having dirty – and dirtier – thoughts, why did I just keep letting them be fantasies, not letting them breathe, letting them get a bit out-of-control?"

"Yes," she said. "And why did you lie to me when I asked you directly?"

He sighed, and took a while to answer. When he did, he said simply, "Fear."

"Fear? Of what?"

"Of… the unknown. Of outliving you by millennia. Of ruining our partnership. Of taking advantage of you. Of guilt. Of loss. Of heartbreak - again. None of this is particularly revelatory, Martha. You probably could have guessed at most of the reasons."

"I probably could have."

"But I'm not just a coward. I went down a bit of this road not so long ago with Rose. Well, not the physical bit of the road, but the angsty, tedious, _what-will-become-of-us_ bit. And when I lost her, I vowed never to do it again. And then I met you, and it all went to hell. There were… _feelings_. Lust, of course, but also…"

"I get it."

"Good, because, I'm not sure I do."

She squeezed his hand. "We'll work it out together. Yeah?"

"Yeah. You know what? You're…"

"Please don't say _brilliant_."

He chuckled. "You're right. I'm going to have to come up with a whole new adjective now."

* * *

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